PORTAGE RECOVERY ASSOCIATION

ESTABLISHED IN 1993

REVISED NOVEMBER 11, 2019

 BY-LAWS

BYLAWS OF

Portage Recovery Association, Inc

 

Article 1

 

Organization Name; Portage Recovery Association, INC

Article II

 

Location; The office location of Portage Recovery Association, Inc, (“PRA”) is a non-profit corporation shall be located at:

5965 McCasland Avenue, Portage, IN 46368 Phone: 219-364-6138

.

 

Registered Office and Agent: Portage Recovery Association, Inc shall maintain a registered office and a registered agent within the State of Indiana in accordance with the requirements of the Indiana Corporation Non-profit Act. The Board of Directors has approved the location of the registered office and the designation of the registered acting agent.

Portage Recovery Association, Inc acting officers of the Corporation are as follows:

JACOB M-President

DONNA B-Vice President

NICOLE W-Co-Treasurer

NELSON S – Co-Treasurer

SHERRY S-Secretary

Article III – Purpose & Mission

The Portage Recovery Association, Inc is a non-profit organization dedicated to supporting individuals and their families in recovery. We offer a safe and a sober environment collectively based on the principles of 12-step recovery programs. Through activities such as meetings, fellowship, educational activities and social events PRA strives to enhance the lives of people in recovery and the communities in which they live.

A.     The purpose and plan of operation of the Portage Recovery Association, Inc is to provide, operate and maintain a facility as may be deemed necessary or desirable by its members for the comfort, convenience, welfare and entertainment of its members.  To engage in business activities furthering the overall welfare of the Club and its members.

 

Article IV – Membership

 

  1. Membership is open to all who have a desire to promote sobriety and serenity. Membership is not limited to those participating in any recognized group of a 12-step group. Membership is limited to those who share in the common philosophy of the club and is limited to those who contribute annual dues in accordance with the By-Laws
  2. The privilege and conditions of all memberships shall be subjected to change by the Board of Directors and a majority vote at the regular scheduled meeting of the general membership or at a special meeting called for this purpose.
  3. All members carry the privilege of orderly use of the club facility in accordance with the club rules and regulations as established by the Board of Directors.
  4. Any action by individuals or groups detrimental to the Club or its member subjects the offending members or guests to termination of their right to the club and its premises at the discretion of the Board of Directors.
  5. Any property of the Club that is broken or damaged by any member or their guest shall be promptly paid for by such member.
  6. Any member in good standing may vote at the annual or special membership meetings. (A member is in good standing when current in dues, include “Lifetime Members” and not suspended.)
  7. Initial Club dues are due and payable and four weeks prior to the first official club meeting and are required to be paid in full to allow participation in the Club for voting purposes at that time. Dues are otherwise payable on an annual basis.
  8. A member electing to pay dues monthly will be eligible for voting and full membership participation, after the first elective meeting, subject to said member’s remaining current in monthly dues. Club privileges are for members whose dues are current. Individual’s whose dues are not current may have privileges suspended until such time dues are bought current to date.
  9. No honorary membership will be granted except by a majority vote of the Board of Directors at the regularly monthly meetings.
  10. Portage Recovery Association, Inc does not discriminate against any individual based on age, race, color, sexual orientation, gender, creed or religion.

 

Article V – Officers and Elections

 

 

Board of Directors may either be residents in the state of Indiana and/or other parts of the United States.

The Board of Directors will initially consist of 7 elected members which shall be elected by the paid membership of the club. The Board of Directors will consist of a;

  1. President
  2. Vice President
  3. Secretary
  4. 2 Treasurers
  5. 2 Directors
  6. 7 Alternates

All Directors and Alternates both elected and appointed will serve a 2-year term. An election meeting will be scheduled every other March (odd numbered years). All paid club members will be notified of the date two weeks prior in order for them to attend. Club members will vote for vacancies on the Board of Directors.

All Board Officers will be elected by the incorporating Board of Directors. Vacancies in the Board of Directors shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office and shall serve until his/her successor is elected and qualified.

Any Director and/or Alternate may serve up to three consecutive terms.

Only members in good standing shall be entitled to attend, participate and vote at the election of a new Board of Directors.

Elections shall be held in odd numbered years.  Election shall alternate President/Treasurer Directors/Alternates, and Vice President/Secretary.

Removal of Directors

A director may be removed by a majority vote of the Board of Directors, at any regularly scheduled or special meeting of the Board of Directors, whenever in its judgment the best interests of the Corporation would be served thereby.

Resignation

Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Quorum of Directors and Action by the Board

A majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Article VI – Meetings of the Board

 

Meeting of the Board of Directors, whether regular or special, may be held with such notice as prescribed by the Board of Directors. Sometimes more complex requirements are stated about notice of meetings prior to meeting time.

An annual meeting shall be held once a year at a time and location set by the Board of Directors. The Board shall hold at least six regular meetings a year but may meet more frequently if circumstances require.

A Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Amendments, additions, deletions or changes to the Bylaws shall be reviewed yearly and voted upon by the Board of Directors.

Informal Action by Directors; Meetings by Conference Telephone

 

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the directors’ consents in writing through fax, mail, or by electronic mail to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

Voting

Each Director shall have one vote. All voting at meetings shall be done personally but may be done by written proxy delivered to an attending Board Member who will deliver upon their behalf.

Compensation

Directors shall not receive any compensation from Portage Recovery Association, Inc for services rendered to the Corporation as members of the Board. No Director/Member may vote and or lobby other members with regard to purchases for any vendor and or service provider that is deemed to create a conflict of interest with regard to financial matters of the organization.

Absence

Each Board member and Alternate is expected to communicate with the Chair/President in advance of all Board meetings stating whether s/he is able to attend or participate by conference telephone or other agreed-upon means of communication. Any Board member or Alternate who absent without prior notice from two successive Board meetings or fails to participate in less than six meetings per year shall be deemed to have resigned due to non-participation, and his/her position shall be declared vacant, unless the Board affirmatively votes to retain that director as a member of the Board.

The Board of Directors has the authority to create any committee for the benefit of the club at the regular board meeting, with notice being made to members at the next general meeting. All committees are accountable to the Board for the purpose, money and activities held by the same.

Article VII-Dissolution

In the event of a 2/3rd vote of the voting membership in good standing decides to dissolve the Club, abandon the Charter, Cease to exist and do so vote, the President shall, through the Secretary, notify all members, voting and others, past and present, of an auction to be held on the club premises within 60 days. At such time, all physical assets of the club shall be sold to the highest bidder. The club building and grounds shall be liquidated at a private sale by the Board of Directors. The funds so realized shall be deposited by the club Treasurer into the club bank account and used to discharge all legal obligations of the Club. The residual, after a complete audit of club records, shall be divided amongst all members of the club.

Article VIII-Board of Directors

Officers

The Board of Directors of Portage Recovery Association, Inc shall elect a President a Vice- President, two Co-treasurers, a Secretary, two board members and seven alternates. Officers shall not receive any salary or be compensated for their duty to the club.

Alternate Board Members

There will be seven alternates appointed by the members at the Annual Member’s Meeting.  An Alternate Member may be asked by the President to vote in the event there is not a quorum of directors at the meeting.

 

Term of Office

The officers and directors shall be elected for two-year terms at the regular Annual Members’ meeting. Vacancies may be filled at any meeting of the Board through the year. Each officer shall hold office until a successor shall have been duly elected or appointed and qualified.

Removal

Any officer may be removed by five votes of the Board of Directors in office whenever in the Board’s judgment the best interests of the Corporation will be served thereby.

Resignation from Office

Officers may resign at any time by providing written notice to the President.

Powers and Duties

The powers and duties of the officers of Portage Recovery Association, Inc shall be as follows:

(a.)President; The President shall preside at the meetings of the Board of Directors.  In the absence, the Vice President shall ensure the supervision and

administration of the business and affairs of the Portage Recovery Association, Inc. The President’s shall play a major role in resource development and in representing the organization within and outside the community. The Chair, as well as any other proper officer are authorized by the Board of Directors, may sign any deeds, bond, mortgages, or other instruments and enter into agreements necessary to carry out the mission of the Portage Recovery Association, Inc, except where these Bylaws or policies adopted by the Board require the signature of some other officer or agent of the Corporation. The President shall communicate to other officers or to the Board of Directors such matters and make such suggestions as may in her/his opinion tend to promote the prosperity and welfare and increase the usefulness of the Portage Recovery Association and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office.

(b.)Vice President; In case of the absence of the President, or of her/his inability from any cause to act, the Vice-President shall perform the duties of that office. Like the President, the Vice-President shall play a major role in resource development and in representing the organization within and outside the community.

(c.) Secretary; The Secretary shall be responsible for keeping an accurate record of all meetings of the Board of Directors, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain the official records of the organization since there are no staff and in general perform all duties customary to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board. The Secretary shall have custody of the corporate seal of the Corporation, if any, and shall have the authority to affix the same to any instrument requiring it, and when so affixed, may be attested by his/her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his/her signature. The Secretary will also include with the development of the meeting minutes a financial report from the treasurer, as well as any committee reports if necessary. The Secretary will also ensure that all members are notified of any meetings and will post those in the common

meeting area. The Secretary will additionally perform other duties not stipulated by the By-Laws, which may be recommended by the President. At the completion of term, all books and records shall be cleared by the Board of Directors before being turned over to his/her successor.

(d.) Co-treasurers; The Treasurers will have oversight of the Portage Recovery Association managed funds; ensuring that all funds, receipts, disbursements and financial transactions are recorded and monitored ensuring the organization follow a sound financial management. Treasurer will also make all deposits of funds and pay all expenses. Expenses shall only be paid when an itemized statement for expenditures is presented to the Board of Directors and making sure all receipts are kept in the club files for the accountant. All checks are signed by the two treasurers of the Board. All records will be surrendered to the Board of Directors for audit when their term is up.

(e.) Board Directors: The Two Board members shall attend all Board meeting with full voting power. All Board Directors and Alternates are encouraged to participate at all club functions.  If a Board Member has been assigned to replace a departed director, s/he shall be placed on probation for three months.

ARTICLE IX

Capital Expenditures and Club Membership Fees

 

No capital expenditures shall be made in excess of $1,000.00 without prior approval of the general membership, nor may multiple checks totaling of $1,000.00 or multiple checks who aggregate exceed $1,000.00 be issued for any single project without the vote of approval by the general membership.

Members and House Rules

 

  1. Club Membership dues are defined as:
Individual $20.00 Yearly

ARTICLE X

Amendments and Operations

 

Amendment of the Bylaws

The Bylaws of the Club may be adopted, amended, or repealed only by a majority vote of the Board of Directors then in office, provided that at least ten days’ written notice has been given each member of the Board of the intention to adopt, amend, or repeal the Articles of Incorporation or the Bylaws.

Loans

No financial loans of any nature shall be made to the directors, officers or members.

Corporate Seal

The seal of the Corporation shall contain the words Portage Recovery Association, Inc or similar expression of a design approved by the Board of Directors.

House Rules & Regulations of Portage Recovery Association, Inc

  1. Alcohol and drug possession or consumption is strictly prohibited on Club
  2. Any member or guest under the influence of alcohol, drugs, or engaging in disruptive behavior, may be refused admittance or asked to leave the Club premises at the discretion of the paid club member or other designated
  3. No gambling other than Club sponsored fundraising events is
  4. No solicitation from outside organizations, except to the extent that said organizations operate under the same philosophy and with the same goals as are the directive of the Club namely any organization or solicitation of any official of twelve-step group is accepted, as is any fundraising, service related announcement, or solicitation made on par thereof. General solicitation and announcements are otherwise to be uniformly limited at the discretion of the Board of Directors
  5. No profanity in public areas of the club, outside of the group meetings is suggested.
  6. Abusive or threatening language directed toward another will not be tolerated under any
  7. Inappropriate sexual conduct, as determined by the Board of Directors, will be grounds for suspension and/or expulsion.
  8. Any persons violating the law will be reported to local law enforcement.
  9. No begging or pandering on or near the club grounds is
  10. Members are responsible for the action of their family and guest, outside of regular meeting times and while on club property.
  11. All members and/or guests are required to closely monitor their children.
  12. Members and guests at the PRA who habitually violate the house rules shall be subject to suspension or permanent expulsion.
  13. No sleeping or overnight accommodations on the club premises are allowed.
  14. No vaping or smoking inside the building. Ashtrays provided outside on the property.  Smoking eight feet from the doors.
  15. No registered sex offenders are permitted to attend activities while children are present, nor attend meetings or frequent the Portage Recovery during church activities (i.e. daycare, church, youth group).